Zeo Energy Corp.

false 0001865506 0001865506 2026-06-09 2026-06-09 0001865506 ZEO:ClassCommonStockParValue0.0001PerShareMember 2026-06-09 2026-06-09 0001865506 ZEO:WarrantsEachExercisableForOneShareOfClassCommonStockAtPriceOf11.50SubjectToAdjustmentMember 2026-06-09 2026-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2026 ZEO ENERGY CORP. (Exact name of registrant as specified in its charter) Delaware 001-40927 98-1601409 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 7625 Little Rd , Suite 200A New Port Richey , FL 34654 (Address of principal executive offices) (Zip Code) ( 727 ) 375-9375 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share ZEO The Nasdaq Stock Market LLC Warrants, each exercisable for one share of Class A Common Stock at a price of $11.50, subject to adjustment ZEOWW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. Note Purchase Agreement On June 9, 2026, Zeo Energy Corp., a Delaware corporation (the “ Company ”), and White Lion Capital, LLC, a Nevada limited liability company (“ White Lion ”), entered into a Note Purchase Agreement (the “ Note Purchase Agreement ”). Pursuant to the Note Purchase Agreement, the Company agreed to issue, and White Lion agreed to purchase, at one or more closings, on the terms and conditions contained in the Note Purchase Agreement, unsecured promissory notes in an aggregate funded amount of up to $7,500,000 (each a “ Convertible Note, ” and, collectively, the “ Convertible Notes ”). The first closing occurred on June 9, 2026 (the “ First Closing ”), in which the Company issued to White Lion a Convertible Note in the principal amount of $1,670,000 for gross proceeds to the Company of $1,500,000. Additional closings for up to $6,000,000 of gross proceeds to the Company may occur at any time prior to June 9, 2027 upon the mutual written agreement of the Company and White Lion, subject to customary closing conditions. Any Convertible Notes issued at a subsequent closing will be issued with an original issue discount of 10%. The Convertible Notes mature 24-months from the date of issuance and accrue interest at an annual rate of five percent (5%) per annum. The Convertible Notes are convertible, in whole or in part, into shares of the Company’s Class A Common Stock, $0.0001 par value per share (the “ Class A Common Stock ” and the shares of Class A Common Stock issuable upon conversion of the Convertible Notes, the “ Conversion Shares ”), at the option of White Lion, at a price per share equal to the greater of (i) $0.50 per share (the “ Floor Price ”) and (ii) the lesser of (A) the Nasdaq Minimum Price (as defined under Nasdaq rules) and (B) the lowest daily volume weighted average price of the Class A Common Stock during the five (5) trading day period ending on the latest complete trading day prior to the conversion date multiplied by 95% (the “ Conversion Price ”). The Conversion Price is subject to adjustment upon forward and reverse stock splits, distributions and the like and is also subject to adjustment upon a dilutive issuance by the Company where the Company receives per share consideration at a price below the then effective Conversion Price. The Floor Price will no longer apply to the Conversion Price if: (i) the Company completes a subsequent equity raise with any party other than White Lion below $0.50, (ii) the average of the volume weighted average prices of the Class A Common Stock for thirty (30) consecutive trading days is less than $0.50 nor (iii) an event of default occurs. The Convertible Notes are subject to customary events of default including, but not limited to, the Company’s failure to make principal and interest payments when due, the Company’s failure to timely issue Conversion Shares upon conversion of the Convertible Notes, the breach of any covenants, representations or warranties contained in the Note Purchase Agreement, the Convertible Notes or the RRA (as hereinafter defined), in the event of certain monetary judgments against the Company, upon a bankruptcy or liquidation of the Company, the delisting of the Class A Common Stock, the failure to timely comply with the reporting requirements of the Exchange Act of 1934, as amended, and such other events of default included in the Convertible Notes. Upon an event of default, subject to any applicable cure period, the principal amount of the Convertible Notes will automatically be increased to an amount equal to (x) 120% multiplied by the then outstanding principal amount of this Note plus (y) accrued and unpaid interest on the unpaid principal amount of the Convertible Note to the date of payment and the full amount under the Convertible Notes will become due and payable to White Lion. The Convertible Notes contain ownership limitations pursuant to which White Lion does not have the right to exercise any portion of its Convertible Notes if it would result in White Lion (together with its affiliates) beneficially owning more than 4.99% (or, at the election of White Lion, 9.99%) of the outstanding into Class A Common Stock of the Company. The Convertible Notes are repayable by the Company at any time, in whole or in part, without premium or penalty; provided however, that prior to any prepayment the Company must provide at least 5 business days’ written notice to White Lion desire to prepay specifying the date of prepayment (the “ Prepayment Date ”) and prior to the Prepayment Date, White Lion may exercise any of its rights under the Convertible Notes, including without limitation its conversion rights. Upon an event of default, the outstanding principal amount of the outstanding Convertible Notes, plus accrued but unpaid interest will become immediately due and payable in full. Events of default include, among others, failure to pay any principal or interest amounts under the Convertible Notes, failure to perform covenants in the Convertible Notes and certain bankruptcy and insolvency conditions of the Company. 1 Pursuant to applicable Nasdaq rules and the Note Purchase Agreement, in no event may the shares issued to White Lion under the Note Purchase Agreement upon the conversion of the Convertible Notes exceed 19.99% of the Company’s outstanding shares of Class A Common Stock immediately prior to the First Closing (the “ Conversion Cap ”). Any conversion or issuance, or portion thereof, that would otherwise